What is the concept of Mandatory Open offer as per the provisions of Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011? Do you find any obligation of making Open offer

The Mandatory Open Offer bids mentioned in Regulation 3 of the SEBI (SAST) Regulations, 2011 are triggered on occurrence certain events, to which the acquirer and/or Person Acting in Concert (PAC) must provide an open offer to buy further shares from other shareholders of the target company. The triggering events for Mandatory Open Offer are in two cases, initial trigger and creeping trigger events. Mandatory Public Offer: First Condition: Acquisition of 25% or more shares or voting rights: An acquirer, who (along with PACs, if any) holds less than 25% shares or voting rights in a target company and agrees to acquire shares or acquires shares which along with his/PAC's existing shareholding would entitle him to exercise 25% or more shares or voting rights in a target company, will need to make a public announcement of making an open offer to acquire the shares before acquiring such additional shares. Second Condition: Acquisition of more than 5% shares or voting rights in a financial year: An acquirer who (along with PACs, if any) holds 25% or more but less than the maximum permissible non-public shareholding in a target company, can acquire additional shares in the target company as would entitle him to exercise more than 5% of the voting rights in any financial year beginning April 01, only after making a public announcement of making an open offer to acquire the shares. Cases: Case (i): Dinesh holding 23% shares in Target Company entered into a share purchase agreement with Mukesh to buy another 3% shares. Open Offer is required as First Condition of 25% or more is met (23% + 3% = 26%, which is >= 25%). Case (ii): Rahul holding 29% shares in Target Company entered into a share purchase agreement with Manish to buy another 5% shares. Open Offer is not required as requirement of open offer as per second condition is when acquisition is beyond 5% of the voting capital of the target company. (Rahul already holds 29%, acquiring another 5% in a financial year triggers the second condition, but the question implies the acquisition is *beyond* 5% of voting capital, which is not the case here. The second condition states 'more than 5% shares or voting rights in a financial year'. Since 5% is exactly 5%, it does not trigger the open offer. If it was '5% or more', it would. Assuming 'more than 5%' means >5%.) Case (iii): Vijay holding 35% shares in Target Company entered into a share purchase agreement with Ajay to buy another 3% shares on 1st May 2020 and then entered into another share purchase agreement with Sanjay to buy 4% shares on 1st June 2020. For First Acquisition of 3%, Open Offer is not required. But for second Acquisition of 4%, Open Offer is required because the cumulative acquisition in the financial year (3% + 4% = 7%) exceeds 5% as per the second condition.